SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the twenty-six weeks ended June 28, 2003
                                        -------------

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

                          Commission File Number 1-5084
                                                 ------

                              TASTY BAKING COMPANY

               (Exact name of company as specified in its charter)

         Pennsylvania                                    23-1145880
--------------------------------------------------------------------------------
   (State of Incorporation)                 (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
--------------------------------------------------------------------------------
                (Company's Telephone Number, including area code)

Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                 Yes X                                     No
                    ---                                      --------

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                 Yes X                                     No
                    ---                                      --------

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                 Yes X                                     No
                    ---                                      --------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, par value $.50                            8,098,250
-------------------------------------------------------------------------------
      (Title of Class)                         (No. of Shares Outstanding
                                                  as of August 1, 2003)



                                     1of 12
<PAGE>
<TABLE>
<CAPTION>


                                          TASTY BAKING COMPANY AND SUBSIDIARIES


                                                          INDEX


                                                                                                                    Page
                                                                                                                    ----


<S>                                                                                                                 <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Balance Sheets
              June 28, 2003 and December 28, 2002.....................................................................3

              Consolidated Statements of Operations
              Thirteen and Twenty-six weeks ended June 28, 2003 and June 29, 2002.....................................4

              Consolidated Statements of Cash Flows
              Twenty-six weeks ended June 28, 2003 and June 29, 2002..................................................5

              Notes to Consolidated Financial Statements............................................................6-7

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations...................................................................8-9

Item 3.       Quantitative and Qualitative Disclosure
              About Market Risk10

Item 4.       Controls and Procedures................................................................................10


PART II.      OTHER INFORMATION

Item 4.       Submission of Matters to a Vote of Security Holders....................................................11

Item 6.       Exhibits and Reports on Form 8-K.......................................................................11

Signature     .......................................................................................................12


</TABLE>


                                    2 of 12
<PAGE>



<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements

                      TASTY BAKING COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              (unaudited)
                                     (000's)

-----------------------------------------------------------------------------------------------------------------------------
                                                                       June 28, 2003                  December 28, 2002
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                                 <C>
 Current assets:
       Cash                                                                     $ 82                                $ 282
       Receivables, less allowance of $3,541
         and $3,606 respectively                                              21,365                               20,881
       Inventories                                                             5,945                                6,777
       Deferred income taxes                                                   4,786                                5,214
       Prepayments and other                                                   1,099                                2,941
                                                                  --------------------------------------------------------
             Total current assets                                             33,277                               36,095
                                                                  --------------------------------------------------------
 Property, plant and equipment:
       Land                                                                    1,098                                1,098
       Buildings and improvements                                             37,889                               37,832
       Machinery and equipment                                               151,112                              148,990
                                                                  --------------------------------------------------------
                                                                             190,099                              187,920
       Less accumulated depreciation                                         132,844                              129,529
                                                                  --------------------------------------------------------
                                                                              57,255                               58,391
                                                                  --------------------------------------------------------
 Long-term receivables from owner/operators                                   10,195                               10,095
 Deferred income taxes                                                         8,319                                8,230
 Spare parts inventory                                                         3,961                                3,699
 Other                                                                            50                                   50
                                                                  --------------------------------------------------------
                                                                              22,525                               22,074
                                                                  --------------------------------------------------------
 Total assets                                                               $113,057                             $116,560
                                                                  ========================================================
 Current liabilities:
       Current obligations under capital leases                                $ 177                                $ 176
       Notes payable, banks                                                    1,900                                4,500
       Accounts payable                                                        7,949                                6,074
       Accrued payroll and employee benefits                                   5,510                                5,159
       Reserve for restructures                                                1,774                                2,417
       Other                                                                     138                                  981
                                                                  --------------------------------------------------------
          Total current liabilities                                           17,448                               19,307
 Long-term debt                                                                8,000                                9,000
 Long-term obligations under capital leases,
       less current portion                                                    3,393                                3,486
 Reserve for restructures-less current portion                                 2,160                                3,568
 Accrued pensions and other liabilities                                       16,564                               15,923
 Postretirement benefits other than pensions                                  17,832                               17,751
                                                                  --------------------------------------------------------
 Total liabilities                                                            65,397                               69,035
                                                                  --------------------------------------------------------
 Shareholders' equity:
       Common stock                                                            4,558                                4,558
       Capital in excess of par value of stock                                29,400                               29,433
       Retained earnings                                                      26,684                               26,622
                                                                  --------------------------------------------------------
                                                                              60,642                               60,613
       Less:
       Treasury stock, at cost                                                12,540                               12,539
       Management Stock Purchase Plan
             receivables and deferrals                                           442                                  549
                                                                  --------------------------------------------------------
                                                                              47,660                               47,525
                                                                  --------------------------------------------------------
 Total liabilities and shareholders' equity                                 $113,057                             $116,560
                                                                  ========================================================
</TABLE>

             See accompanying notes to consolidated financial statements.


                                3 of 12

<PAGE>
<TABLE>
<CAPTION>

                                                                TASTY BAKING COMPANY AND SUBSIDIARIES
                                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                             (unaudited)
                                                                  (000's, except per share amounts)

------------------------------------------------------------------------------------------------------------------------------------
                                                     For the Thirteen Weeks Ended                For the Twenty-six Weeks Ended
                                               June 28, 2003          June 29, 2002 (a)      June 28, 2003      June 29, 2002 (b)
------------------------------------------------------------------------------------------------------------------------------------


<S>                                                  <C>                   <C>                     <C>                    <C>
 Gross Sales                                         $ 62,944              $ 65,617                $ 127,316              $ 129,656
 Less discounts and allowances                        (22,753)              (23,531)                 (46,141)               (46,911)
                                            ----------------------------------------------------------------------------------------
 Net Sales                                             40,191                42,086                   81,175                 82,745
                                            ----------------------------------------------------------------------------------------
 Costs and expenses:
        Cost of sales                                  26,970                27,047                   54,955                 53,076
        Depreciation                                    1,738                 1,640                    3,477                  3,375
        Selling, general and administrative            11,010                10,769                   21,798                 21,678
        Restructure charge (reversal)                     (95)                1,405                     (314)                 1,405
        Interest expense                                  220                   188                      421                    556
        Other income, net                                (241)                 (295)                    (493)                  (575)
                                            ----------------------------------------------------------------------------------------
                                                       39,602                40,754                   79,844                 79,515
                                            ----------------------------------------------------------------------------------------
 Income before provision for
        income taxes                                      589                 1,332                    1,331                  3,230

 Provision for income taxes                               199                   453                      459                  1,146
                                            ----------------------------------------------------------------------------------------

 Net income                                             $ 390                 $ 879                    $ 872                $ 2,084
                                            ========================================================================================


 Average common shares outstanding:
             Basic                                      8,098                 8,070                    8,099                  8,060
             Diluted                                    8,101                 8,181                    8,100                  8,184

 Per share of common stock:

        Net income:
             Basic                                      $0.05                 $0.11                    $0.11                  $0.26
                                            ==================     =================        =================     ==================
             Diluted                                    $0.05                 $0.11                    $0.11                  $0.25
                                            ==================     =================        =================     ==================
        Cash dividend                                   $0.05                 $0.12                    $0.10                  $0.24
                                            ==================     =================        =================     ==================
<FN>
     (a)  An amount of $140 has been reclassified to reflect a correction of
          certain expenses recorded in cost of sales and selling, general and
          administrative expense.

     (b)  An amount of $214 has been reclassified to reflect a correction of
          certain expenses recorded in cost of sales and selling, general and
          administrative expense.
</FN>
</TABLE>
              See accompanying notes to consolidated financial statements.



                                     4 of 12
<PAGE>

<TABLE>
<CAPTION>

                                        TASTY BAKING COMPANY AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (unaudited)
                                                       (000's)


----------------------------------------------------------------------------------------------------------------------
                                                                          For the Twenty-six Weeks Ended
                                                                     June 28, 2003                      June 29, 2002
----------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                              <C>


Cash flows from (used for) operating activities
      Net income                                                             $ 872                            $ 2,084
      Adjustments to reconcile net income to net
       cash provided by operating activities:
           Depreciation                                                      3,477                              3,375
           Restructure charge (reversal)                                      (314)                             1,405
           Pension expense                                                     741                                540
           Deferred taxes                                                      (89)                                 -
           Restructure payments and other                                   (1,628)                                 1
      Changes in assets and liabilities:
           Increase in receivables                                            (479)                            (1,153)
           Decrease in inventories                                             833                                781
           Decrease (increase) in prepayments and other                      2,270                               (649)
           Increase in accrued payroll, accrued income taxes,
            accounts payable and other current liabilities                   1,054                                404
                                                              --------------------------------------------------------

      Net cash from operating activities                                     6,737                              6,788
                                                              --------------------------------------------------------

Cash flows from (used for) investing activities
      Purchase of property, plant and equipment                             (2,343)                            (3,394)
      Proceeds from owner/operators' loan repayments                         1,747                              2,153
      Loans to owner/operators                                              (1,847)                            (2,251)
      Other                                                                      8                                 71
                                                              --------------------------------------------------------

      Net cash used for investing activities                                (2,435)                            (3,421)
                                                              --------------------------------------------------------

Cash flows from (used for) financing activities
      Dividends paid                                                          (810)                            (1,934)
      Payment of long-term debt                                             (1,092)                              (119)
      Net decrease in short-term debt                                       (2,600)                            (1,400)
      Net proceeds from sale of common stock                                     -                                218
                                                              --------------------------------------------------------

      Net cash used for financing activities                                (4,502)                            (3,235)
                                                              --------------------------------------------------------

      Net increase (decrease) in cash                                         (200)                               132

      Cash, beginning of year                                                  282                                367
                                                              --------------------------------------------------------

      Cash, end of period                                                     $ 82                              $ 499
                                                              ========================================================


      Supplemental Cash Flow Information:
      Cash paid during the period for:
           Interest                                                          $ 363                              $ 427
                                                              ========================================================
           Income taxes                                                       $ 55                              $ 902
                                                              ========================================================

</TABLE>

           See accompanying notes to consolidated financial statements.

                                 5 of 12



<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           All amounts are in (000's)

1.        Significant Accounting Policies
          -------------------------------

          Interim Financial Information
          -----------------------------
          In the opinion of management,  the accompanying unaudited consolidated
          financial  statements  contain all  adjustments  necessary  to present
          fairly the  financial  position of the company as of June 28, 2003 and
          December 28, 2002,  the results of its operations for the thirteen and
          twenty-six  weeks ended June 28, 2003 and June 29, 2002 and cash flows
          for the twenty-six  weeks ended June 28, 2003 and June 29, 2002. These
          unaudited   consolidated   financial  statements  should  be  read  in
          conjunction with the consolidated  financial  statements and footnotes
          thereto  in the  company's  2002  Annual  Report to  Shareholders.  In
          addition,  the results of operations  for the thirteen and  twenty-six
          weeks  ended  June 28,  2003  are not  necessarily  indicative  of the
          results to be expected for the full year.

          Net Income Per Common Share
          ---------------------------
          Net income per common share is presented as basic and diluted earnings
          per  share.  Net  income  per  common  share - Basic  is  based on the
          weighted average number of common shares  outstanding during the year.
          Net income per common share - Diluted is based on the weighted average
          number  of  common  shares  and  dilutive   potential   common  shares
          outstanding  during the year.  Dilution  is the result of  outstanding
          stock options.


          Stock-Based Compensation
          ------------------------
          The company measures  stock-based  compensation in accordance with APB
          Opinion No. 25,  "Accounting  for Stock Issued to  Employees"  and has
          calculated the pro-forma impact of the fair-value method in accordance
          with Statement of Financial  Accounting Standard No. 123,  "Accounting
          for Stock-Based  Compensation." The calculated  difference between the
          reported  and  pro-forma  net income  amounts is not  material for the
          second quarter of 2003 and the second quarter of 2002.

          Pension Plan
          ------------
          The  company's  funding  policy for its pension plan is to  contribute
          amounts   deductible   for  federal  income  tax  purposes  plus  such
          additional  amounts,  if any, as the company's  actuarial  consultants
          advise to be appropriate.  The company accrues normal periodic pension
          expense or income during the year based upon certain  assumptions  and
          estimates from its actuarial  consultants in accordance with Statement
          of  Financial   Accounting   Standard  No.  87.  These  estimates  and
          assumptions  include  discount  rate,  rate of return on plan  assets,
          compensation increases,  mortality and employee turnover. In addition,
          the rate of return on plan  assets is  directly  related to changes in
          the equity and credit markets,  which can be very volatile. The use of
          the  above  estimates  and  assumptions,  market  volatility  and  the
          company's  election to  immediately  recognize all gains and losses in
          excess  of its  pension  corridor  in the  current  year may cause the
          company to experience  significant  changes in its pension  expense or
          income from year to year.  Expenses  or income  that fall  outside the
          corridor are recognized only in the fourth quarter.




                                    6 of 12
<PAGE>



2.        Restructure Charges
          -------------------

          The company recognized a net restructure charge reversal of $95 in the
          second  quarter of 2003 and $220 in the first  quarter  of 2003.  This
          reversal  resulted from favorable  settlements of certain thrift store
          lease contracts.  These settlements relate to the restructure  charges
          taken during 2002 and 2001.

          During  the  fourth  quarter of 2002,  the  company  incurred a $4,936
          restructure  charge  related to the  closing of twelve  thrift  stores
          which  represented  the remaining  company owned thrift  stores.  This
          restructure  charge  also  included  specific  arrangements  made with
          senior  executives  who departed the company in the fourth  quarter of
          2002.  There  were  29  employees  terminated  as  a  result  of  this
          restructure,  of  which  25 were  thrift  store  employees  and 4 were
          corporate executives.

          During  the  second  quarter of 2002,  the  company  closed six thrift
          stores  and  eliminated   certain   manufacturing  and  administrative
          positions.  There  were 67  employees  terminated  as a result of this
          restructure,  of which 42 were  temporary  employees,  13 were  thrift
          store  employees and 12 were corporate and  administrative  employees.
          Costs related to these events were included in a restructure charge of
          $1,405.

          During the fourth  quarter of 2001,  the company closed its Dutch Mill
          plant in Wyckoff,  New Jersey.  In  addition,  the company  closed two
          thrift  stores.  Costs  related to these  events  were  included  in a
          restructure charge of $1,728.

          RESTRUCTURE RESERVE ACTIVITY (000's)

<TABLE>
<CAPTION>

                                          Balance                            Reversal              Balance
                                          3/29/03         Payments          of Reserve             6/28/03
                                  ------------------------------------------------------------------------
<S>                                   <C>              <C>               <C>                <C>
       Lease obligations              $     1,693      $       229       $          95      $        1,369
       Severance                            2,928              460                   -               2,468
       Other                                  137               40                   -                  97
                                   -----------------------------------------------------------------------
       Total                          $     4,758      $       729       $          95      $        3,934
                                   =======================================================================
</TABLE>

          The  balance of the  severance  charges is  expected  to be paid as of
          December  2005 and the  balance  of the  lease  obligations  and other
          charges is expected to be paid as of November 2006.

3. Inventories
   -----------

<TABLE>
<CAPTION>

          Inventories are classified as follows (000's):

                                                          June 28, 2003                   December 28, 2002
                                                      -----------------------------------------------------
<S>                                                     <C>                                 <C>
       Finished Goods                                   $         2,227                     $         2,731
       Work in progress                                             707                                 862
       Raw materials and supplies                                 3,011                               3,184
                                                      -----------------------------------------------------

                                                        $         5,945                     $         6,777
                                                      =====================================================
</TABLE>

                                    7 of 12
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations
              --------------------------------------------------------------

Results of Operations
---------------------

Net  income for the second  quarter of 2003 was $390 or $.05 per  diluted  share
which included a $95 pre-tax  restructure  charge  reversal due to the favorable
settlement of certain  thrift store lease  contracts.  Net income for the second
quarter of 2002 was $879 or $.11 per diluted  share.  Included in the net income
for 2002 was a pre-tax restructure charge in the amount of $1,405.

Net income for the  twenty-six  weeks  ended June 28,  2003 was $872 or $.11 per
diluted share which included a $314 pre-tax  restructure  charge reversal due to
the favorable settlement of certain thrift store lease contracts. Net income for
the  twenty-six  weeks ended June 29, 2002 was $2,084 or $.25 per diluted share.
Included  in the net  income  for 2002 was a pre-tax  restructure  charge in the
amount of $1,405.

Gross  sales  decreased  by 4.1% in the second  quarter of 2003  relative to the
comparable quarter in 2002. Gross sales in the core routes in the second quarter
of 2003 were  equal to gross  sales in the same  period  last  year.  During the
second quarter of 2003, price increases instituted on certain product lines were
offset by the effect of decreases in promotional  spending,  the discontinuation
of certain  Classic Baked Goods varieties and an increase in the mix of products
sold at lower  wholesale  selling  prices.  Gross sales  outside the core routes
decreased by 14% in the second quarter of 2003 versus 2002.  Most of the decline
in the sales  outside the core routes was related to the  company's  decision to
discontinue sales to certain west coast accounts that were deemed  unprofitable.
The company continues to examine margins on all lines of business and is focused
on improving profitability.

In the second quarter of 2003, net sales  decreased by 4.5% compared to the same
period last year.  This decrease  resulted  primarily from the decrease in gross
sales.  Discounts and allowances  decreased by 3.4%. The difference  between the
percentage  change in discounts  and  allowances  and gross sales was due to the
effect of the thrift store sales in 2002 partially  offset by a favorable  shift
in the sales  markets  toward  our core  routes  in 2003.  Cost of sales for the
second  quarter of 2003 was equal to cost of sales for the same quarter in 2002.
As a percentage of gross sales,  cost of sales  increased to 42.8% in the second
quarter from 41.2% in the same quarter last year. Case volume sold in the second
quarter  of 2003 was  equal to the  volume  sold in the same  period  last  year
although  gross sales  dollars  decreased  by 4.1%.  The decrease in gross sales
dollars was due to an increase  in the mix of products  sold at lower  wholesale
selling prices relative to the prior year's  quarter.  The 42.8% for the current
quarter  represents a .7 percentage point  improvement over the first quarter of
2003 because of price increases on certain  products  instituted in the last two
months of the second quarter of 2003.

Selling,  general and  administrative  expenses  for the second  quarter of 2003
increased by $240 or 2.2% compared to the second  quarter of 2002.  The increase
was  primarily  due to  investment  in  personnel  to fill key  positions in the
company and increased  marketing  expenditures  that offset the savings from the
fourth  quarter  closing of the  company's  thrift  stores and the  departure of
certain executives.

The  effective  tax rate was 33.8% for the quarter ended June 28, 2003 and 34.0%
for the quarter ended June 29, 2002, which compares to a federal  statutory rate
of 34%.  Differences  between the effective  rates and the statutory  rate arise
from the effect of state income taxes.



                                    8 of 12
<PAGE>


Financial Condition
-------------------

The company has  consistently  demonstrated  the ability to generate  sufficient
cash flow from operations. Bank borrowings, under the company's credit facility,
are used to  supplement  cash flow from  operations  during  periods of cyclical
shortages.

Net cash from operating  activities for the twenty-six weeks ended June 28, 2003
remained  the same as the  comparable  period in 2002  despite a decrease in net
income  and the  timing  of  restructure  payments.  Certain  favorable  changes
resulted from working capital  improvements by way of inventory  utilization and
accounts  receivable  turnover.  In  addition,  there  was a  reduction  in cash
payments for income tax.

Net cash used for investing  activities for the twenty-six  weeks ended June 28,
2003  decreased by $986 relative to the same period in 2002  principally  due to
lower capital expenditures.

Net cash used for financing  activities for the twenty-six  weeks ended June 28,
2003  increased by $1,267  relative to the  comparable  period in 2002, due to a
larger  decrease in  short-term  debt and  repayments  of long-term  debt in the
current year  partially  offset by a reduction of dividends  paid in the current
year. The company reduced its quarterly  dividend to $.05 per share in the first
quarter of 2003. The dividend had been $.12 per share since 1997.

For the  remainder  of  2003,  the  company  anticipates  that  cash  flow  from
operations,  along with the  continued  availability  of credit under the credit
facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.

Forward-Looking Statements
--------------------------

Certain  matters  discussed  in this Report,  including  those under the heading
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  contain  "forward-looking  statements"  within the  meaning of the
Private  Securities  Litigation  Reform Act of 1995, and are subject to the safe
harbor  created  by that  Act.  These  forward-looking  statements  may  include
comments  about  legal  proceedings,  competition  within the  baking  industry,
availability  and  pricing  of  raw  materials  and  capital,   improvements  in
efficiency  expected  from  plant  modernization   programs,   sales  growth  by
distribution   through  existing  and  other  channels  of   distribution,   the
Registrant's  business strategies and other statements contained herein that are
not historical facts. Because such forward-looking  statements involve risks and
uncertainties,  there are important  factors that could cause actual  results to
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements which include changes in general economic or business conditions, the
availability  of  capital  upon  terms   acceptable  to  the   Registrant,   the
availability  and  prices  of  raw  materials,  the  level  of  demand  for  the
Registrant's  products, the outcome of legal proceedings to which the Registrant
is or may become a party,  the actions of  competitors  within the packaged food
industry,  changes in  consumer  tastes or eating  habits,  the success of plant
modernization  and business  strategies  implemented  by the  Registrant to meet
future  challenges,  and the  ability  to  develop  and  market in a timely  and
efficient manner new products which are accepted by consumers. The reader should
review "Management's  Discussion and Analysis" in the company's annual report on
Form 10-K for the year ended December 28, 2002 for a more complete discussion of
other  risk  factors  which may  affect  the  company's  financial  position  or
operating performance.


                                    9 of 12
<PAGE>



Item 3. Quantitative and Qualitative Disclosure About Market Risk
        ---------------------------------------------------------

The  company  has  certain  floating  rate  debt  notes.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes  receivable from owner operators with rates that adjust every three years,
and,  therefore,  would  partially  offset  the  fluctuations  in the  company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding amount of the notes payable.

Item 4. Controls and Procedures
        ------------------------

The company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated financial
statements  and  other  disclosures   included  in  this  report.   The  company
established a disclosure controls  committee,  which consists of certain members
of  management.  During the second quarter of 2003, the company hired a Director
of  Internal  Control  and  Analysis  who  has  been  actively  involved  in the
evaluation of the disclosure  controls and  procedures.  Within 90 days prior to
the date of filing of this report, the company carried out an evaluation,  under
the supervision and with the  participation  of management,  including the Chief
Executive  Officer and Chief Financial  Officer,  of the design and operation of
the company's disclosure controls and procedures.  Based on this evaluation, the
company's Chief Executive Officer and Chief Financial Officer concluded that the
company's  disclosure  controls and  procedures  are  effective  for  gathering,
analyzing and disclosing the  information the company is required to disclose in
the reports it files pursuant to the Securities and Exchange Act of 1934, within
the time  periods  specified  in the SEC's  rules and forms.  There have been no
significant  changes in the company's internal controls or in other factors that
could  significantly  affect  internal  controls  subsequent to the date of this
evaluation.



                                    10 of 12
<PAGE>
<TABLE>
<CAPTION>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

     (a)  The company's annual meeting of shareholders was held on May 2, 2003.

     (b)  The directors elected at the meeting were:     For     Against    Withheld
                                                         ---     -------    --------
<S>                                                    <C>                   <C>
            Ronald J. Kozich                           6,612,793    ---      128,691
            James E. Ksansnak                          6,615,174    ---      126,310
            Charles P. Pizzi                           6,615,137    ---      126,346

          Other directors whose terms of office  continued after the meeting are
          as follows: Fred C. Aldridge, Jr., Philip J. Baur Jr., G. Fred DiBona,
          Jr., John M. Pettine and Judith M. von Seldeneck.

     (c)  Other matters voted upon at the meeting and the results of those votes
          were as follows:

                                                                 For     Against         Abstain
                                                                 ---     -------         --------
              Adoption of the Tasty Baking Company            4,468,052  1,961,748       311,683
              2003 Long Term Incentive Plan
                                                                 For     Against         Abstain
                                                                 ---     -------         --------
              Approval of PricewaterhouseCoopers LLP, as      6,643,256     81,985        16,244
              independent certified public accountants
</TABLE>

          The foregoing  matters are described in detail in the company's  proxy
          statement dated March 31, 2003.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          Exhibit 3 - By-Laws of the company as amended on May 2, 2003

          Exhibit 31.1 - Certification  of Chief Financial  Officer  pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002

          Exhibit 31.2 - Certification  of Chief Executive  Officer  pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002

          Exhibit 32 -  Certification  pursuant to 18 U.S.C.  Section  1350,  as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b)  Reports on Form 8-K

          The  company  filed  the  following  reports  on Form 8-K  during  the
          thirteen weeks ended June 28, 2003:

          On April 4, 2003,  the  company  furnished  a report on Form 8-K under
          Item 9, Regulation FD Disclosure, attaching a press release announcing
          its new  management  team's first meeting with  investors and analysts
          and anticipated earnings for the first quarter 2003.

          On April 29,  2003,  the company  furnished a report on Form 8-K under
          Item 5, Other  Events and  Required FD  Disclosure,  attaching a press
          release announcing its first quarter 2003 financial results.


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<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE
                                    ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.






                                                  TASTY BAKING COMPANY
                                        ----------------------------------------
                                                        (Company)







       August 8, 2003                       /s/David S. Marberger
----------------------------------       ---------------------------------------
           (Date)                                  DAVID S. MARBERGER
                                                SENIOR VICE PRESIDENT AND
                                                 CHIEF FINANCIAL OFFICER
                                                (Principal Financial and
                                                   Accounting Officer)



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